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Special Instruction for Exemption Filings

The following procedure should be followed in applying for an exemption pursuant to General
Business Law, Article 23-A §359-f, Subd. 2 from the provisions of §359-e, Subds. 2, 3, 4, 5 and 6 of the General
Business Law:

Submit an application (affidavit or petition) verified by an officer, general partner, trustee or other
principal having knowledge of the facts contained therein, setting forth in full the following information and
documentation:

The name, address and legal nature (corporation, trust, partnership, etc.) of the issuer entity (the
"applicant"); the business of the issuer; its place and date of organization; and whether it is a successor to another
entity within the last two years.

The name, title and affiliation of the individual affiant, his business or profession, and his
business address.

The names and business address of all officers, directors, general partners, trustees, principals
and selling shareholders, and a statement that there are no other principals or controlling persons.

Whether or not any officer, director, trustee, general partner, principal or selling shareholder,
was ever adjudged a bankrupt, made an assignment for benefit of creditors, or was an officer, director or principal
of any entity which was reorganized in bankruptcy, adjudged a bankrupt, or which made an assignment for the
benefit of creditors. (If so, specify details.)

Whether or not any officer, director, trustee, general partner, principal or selling shareholder,
was ever convicted of any crime, or was the subject of any injunction, cease and desist order, suspension or
restraining order, revocation of a license to practice a trade, occupation or profession, or denial of an application to
renew same, stipulation or consent to desist from any act or practice, or any other disciplinary action by any court
or administrative agency, or whether any such action proceeding is presently pending. (If so, specify details).

The purpose of the offering, the total dollar amount of the offering and the number of units and
classes of securities to be offered, including optional units, shares underlying warrants and conversion privileges.
Do not refer to the accompanying exhibits.

A copy of any offering literature including any employees’ stock purchase, savings, pension,
profit-sharing, or similar benefit plan to be used; an undertaking to file with the Department of Law, all
amendments thereto and any other offering literature to be used in connection with the offering; and a copy of the
latest annual report issued by the applicant.

The particular paragraph [(a) through (e)] of subdivision 2 of section 359-f under which the
exemption is sought. Also set forth the facts upon which exemption is sought. Do not refer to attached
documents.

Submit the following information for paragraph (d) of §359-f only:

A statement that the offering will not be made to more than 40 persons (including
offerees who reside outside of the State of New York).

A statement that no offering has yet been made to any resident of the State of New
York and that no potential offerees have been obtained as a result of any
advertisement.

A statement that the offering is, in fact, to be made by personal contact to only
_________ (number of persons) of the personal friends, relatives and business
associates of the affiant and other principals of the issuer (according to the facts)
except as otherwise noted and set forth at length therein; and a list of the name,
address, relationship to the promoters and length thereof, of each person to whom the
offering will be made.

A representation that all purchasers of the offered securities will be required to warrant
that they are purchasing the securities for their own account and not for the interest of
any other person or not for resale to any other persons.

A statement that attached to the application and made a part thereof are Forms RI-1 for
each officer, director, general partner, trustee, principal or selling shareholder.

An undertaking that on the completion of the offering the affiant will furnish a
supplemental affidavit containing the following information:

A list of the names and addresses of the purchasers of the offered securities
(both within and without New York State) and the dollar amount of their
purchases;

An additional list of persons to whom the offering was made, but who did not
participate.

The application should conclude (prior to the subscription and verification) with the
following clause: "WHEREFORE, it is respectfully requested that the offering for sale of the securities
of _______________________________________ (the issuer) be exempted under §359-f, Subd. 2 from the
provisions contained in §359-e, Subds. 2, 3, 4, 5 and 6 of the General Business Law".

Notes:

The §359-f, Subd. 2 exemption does not cover §359-e, Subd. 8, and therefore a Further State Notice form must
still be filed with the Department of State, Miscellaneous Records Bureau (fee $75) unless §359-f, Subd. 1 makes
§359-e, Subd. 8 inapplicable to the transaction.

When exempted from filing a State Notice, and filing a Further State Notice pursuant to 359(f)2, you must write
or type in the State Notice form "The issuer has applied to the Attorney General for a State Notice exemption."

Non-resident issuers should file a U-2 with Department of State, Divisions of Corporations (fee $35) pursuant
to §352-a and §352-b of the General Business Law. These forms and fees should be filed with the Department of
State (www.dos.ny.gov).

Registration and Application Forms with Index for the Investor Protection Bureau